Ixonos - Company Announcement

FINAL RESULTS OF IXONOS’ RIGHTS ISSUE AND ADJUSTMENT OF THE TERMS AND CONDITIONS OF OPTION RIGHTS

Helsinki, Finland, 2015-12-29 12:45 CET (GLOBE NEWSWIRE) -- 



Ixonos Plc          Stock Exchange Release          29 December 2015 at 13:45




Not to be published or distributed in or into the United States, Canada,
Australia, Hong Kong, South Africa or Japan. 



FINAL RESULTS OF IXONOS’ RIGHTS ISSUE AND ADJUSTMENT OF THE TERMS AND
CONDITIONS OF OPTION RIGHTS 



Final results of Ixonos’ Rights Issue



A total amount of 136,582,157 shares were subscribed for in Ixonos Plc's
(“Ixonos” and ”Company”) rights issue that ended on 23 December 2015 (the
"Rights Issue"). A total of 119,412,553  shares were subscribed for with
subscription rights, the shares representing approximately 87.43 per cent of
the maximum amount of shares offered in the Rights Issue. A total of 760,991
shares were subscribed for in the secondary subscription without subscription
rights. In addition, a total of 16,408,613 shares were subscripted for by
Tremoko Oy Ab based upon an underwriting commitment. The subscriptions amounted
thus to 100 per cent of the maximum amount of shares offered in the Rights
Issue. The gross proceeds raised by Ixonos in the Rights Issue were
approximately EUR 8.2 million. The Board of Directors of Ixonos has today
approved all the above-mentioned share subscriptions. 



Shares subscribed for in the primary subscription have become subject to public
trading on Nasdaq Helsinki Ltd. on 29 December 2015 as interim shares. All
shares subscribed for in the Rights Issue will be registered in the Finnish
Trade Register on or approximately on 30 December 2015, after which the interim
shares will be combined with Ixonos' existing class of shares on or
approximately on 30 December 2015. The new shares will be subject to public
trading on Nasdaq Helsinki Ltd. together with the other Ixonos shares starting
on or approximately on 4 January 2015. 



Following the registration of the altogether 136,582,157 new shares subscribed
for in the share issue and the altogether 6,856,345 shares subscribed for in
the directed share issue 22 December 2015 in the Finnish Trade Register, the
number of Ixonos' shares amounts to 353,564,898 shares. All shares subscribed
for in the Rights Issue have been fully paid for. 



The subscribed shares will entitle their holders to full dividend and other
distribution of funds declared by Ixonos, if any, and to other shareholder
rights in Ixonos after the new shares have been registered with the Finnish
Trade Register and in Ixonos’ shareholder register, on or approximately on 30
December 2015. 



Adjustment of the terms and conditions of Option Rights 2011 and 2014



In order to ensure the equal treatment of shareholders and the holders of 2011
stock options (”Option Rights 2011”) and 2014 stock options (“Option Rights
2014”), the Board of Directors of Ixonos has, due to the Rights Offering,
adjusted the subscription ratios and the subscription prices of the Option
Rights 2011 and Option Rights 2014 in accordance with the terms and conditions
of the aforementioned option rights as follows: 









Option Rights 2011



  -- As regards stock options IV/A, the subscription ratio shall be amended to
     8.287 and the subscription price shall be amended to EUR 0.2 per share. As
     regards stock options IV/C, the subscription ratio shall be amended to
     8.287 and the subscription price shall be amended to EUR 0.1497 per share.



  -- The total amount of shares is rounded down to full shares in connection
     with subscription of the shares and the total subscription price is
     calculated using the rounded amount of shares and rounded to the closest
     cent. Due to the above adjustments concerning Option Rights 2011, the
     adjusted maximum total number of shares to be subscribed for based on the
     Option Rights 2011 shall be 4,971,966.



Option Rights 2014



  -- As regards stock options 2014A, the subscription ratio shall be amended to
     1.65 and the subscription price shall be amended to EUR 0.0903 per share.
     As regards stock options 2014B, the subscription ratio shall be amended to
     1.65 and the subscription price shall be amended to EUR 0.06 per share.



  -- The total amount of shares is rounded down to full shares in connection
     with subscription of the shares and the total subscription price is
     calculated using the rounded amount of shares and rounded to the closest
     cent. Due to the above adjustments concerning the Option Rights 2014, the
     adjusted maximum total number of shares to be subscribed for based on the
     Option Rights 2014 shall be 8,250,000.





The foregoing amendments to the terms and conditions of the Option Rights 2011
and the Option Rights 2014 due to the Rights Offering will enter into force
upon the registration of the adjusted maximum total number of shares to be
subscribed for based on the Option Rights 2011 and the Option Rights 2014 with
the Trade Register approximately on 30 December 2015. 









IXONOS PLC



Board of Directors



Further information:



Ixonos Plc



CEO Sami Paihonen, tel. 050 502 1111, sami.paihonen@ixonos.com



CFO Kristiina Simola, tel. 040 756 3132, kristiina.simola@ixonos.com



Distribution:

NASDAQ OMX Helsinki

Main media





DISCLAIMER



The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan. These written materials do not constitute an offer
of securities for sale in the United States, nor may the securities be offered
or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder. The Company does not intend to register
any portion of the offering in the United States or to conduct a public
offering of securities in the United States. 



The issue, exercise and/or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
assumes no responsibility in the event there is a violation by any person of
such restrictions. 



The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by the
Company. 



The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which
has implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member
States (a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression an "offer of securities to the public" means the communication in
any form and by any means of sufficient information on the terms of the offer
and the securities to be offered so as to enable an investor to decide to
exercise, purchase or subscribe the securities, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU. 



This document is being distributed to and is only directed at (i) persons who
are outside the United Kingdom or (ii) to investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above
together being referred to as “relevant persons”). Any invitation, offer or
agreement to subscribe, purchase or otherwise acquire securities will be
engaged in only with relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents. 



The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may or should be
placed by any person for any purposes whatsoever on the information contained
in this announcement or on its completeness, accuracy or fairness. The
information in this announcement is subject to change. Any subscription for
shares in the proposed Rights Issue should be made solely on the basis of the
information contained in the prospectus to be issued by Ixonos in due course. 



This announcement contains certain forward-looking statements. These
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to these
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of this
announcement. Ixonos disclaims any obligation to update any forward-looking
statements contained in this announcement, except as required pursuant to
applicable law.

Attachments:

Tiedote_Lopullinen tulos 29 12 2015 EN.pdf